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information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations Qf non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sourc::es; (b) Is, through no fault of the Consultant disclosed in a publicly available source; ( o) is In dghtful possession of the Consultant without an obligation of confidentiality; ( d) is requh'ed to be disclosed by operation of law; or ( e) is independently developed by the Consultant without reference to information disclosed by the City,
<br />11, CONFLICT OF INTEREST CLAUSE
<br />Consultant covenants that it presently has no interests and shall not have interests, direct or iudh'eot, which would conflict in any manner with perfonnance of services specified under this Agreement.
<br />12.NON-DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, mlUi.tal status,sexual orientation, gender identity, gender expressiol)., gender, medical conditions, genetic information, or milita:ry and veteran status, age, national. odgln, ancestry, or disability, as def med and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, tennination or other employment related activities or any serviees provided under this Agreement. Consultant affirms tbiitit is an equal opportunity eru:ployor and shall comply with .all applicable federal, state and local. laws and regulations.
<br />13, EXCLVSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the �ent of a conflict between tbe terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant, The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in .ulditlou to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, ol'ally 01· otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.
<br />14.ASSJGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant,Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City.
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<br />EXHIBIT 1
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<br />City Council 24 – 9 6/4/2024
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